Tsong Andy 4
4 · DIODES INC /DEL/ · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
Diodes (DIOD) SVP Andy Tsong Receives 36,000-Share Awards
What Happened Andy Tsong, Senior Vice President, Worldwide Analog Products at Diodes Incorporated (DIOD), received two awards on 2026-02-01: an 18,000-share restricted stock unit (RSU) grant and an 18,000-share performance stock unit (PSU) target (both reported as acquired at $0.00). On 2026-02-02, 1,541 shares were disposed (withheld/sold) to cover income tax liability at $60.66 per share, totaling $93,477. The primary activity is compensation awards (acquisition), with the small sale strictly for tax withholding.
Key Details
- Transactions reported: 2026-02-01 (two grants of 18,000 shares each, $0.00 per share) and 2026-02-02 (1,541 shares withheld/disposed at $60.66, $93,477).
- Shares owned after transaction: not specified in this Form 4.
- Footnotes: grants made under the company’s Rule 16b-3 plan; RSUs vest in four equal installments beginning 02/01/2027; vested RSU shares were automatically withheld to cover income tax; PSUs are contingent rights (1 share per PSU) with performance vesting rules.
- Performance detail (PSUs): PSUs vest in Feb 2029 if cumulative non-GAAP operating income for 2026–2028 meets the $243.495M target. Threshold = 80% of target (pays 50% of target award); target = 100% (pays 100%); maximum = 120% (pays 200%); pro rata between these bands; no payout below 80%.
- Filing timeliness: Form 4 filed 2026-02-04 for transactions dated 02/01–02/02; no late filing indicated.
Context This filing mainly reflects equity compensation (RSUs and performance-based PSUs) awarded to an executive — routine for company pay programs and not a direct market purchase decision. The 1,541-share disposal was a tax-withholding action (common when awards vest or are issued). PSUs are performance-contingent and may not convert to shares unless the specified multi-year financial target is met.
Insider Transaction Report
- Award
Diodes Incorporated Common Stock
[F1][F2]2026-02-01+18,000→ 57,222 total - Tax Payment
Diodes Incorporated Common Stock
[F3]2026-02-02$60.66/sh−1,541$93,477→ 55,681 total - Award
Diodes Incorporated Common Stock - Performance Stock Units
[F4][F5][F6]2026-02-01+18,000→ 41,100 total
Footnotes (6)
- [F1]Restricted stock units vest in four equal installments beginning 02/01/2027.
- [F2]Granted under Rule 16b-3 Plan.
- [F3]Vested restricted stock unit shares were automatically withheld to cover income tax.
- [F4]Each PSU represents a contingent right granted under the companys 2022 Equity Incentive Plan, a Rule 16b-3 Plan, to receive 1 share of Diodes Incorporated Common Stock.
- [F5]The PSUs vest in February 2029 upon the achievement of the 3-year financial performance measure of cumulative non-GAAP operating income for 2026 through 2028 of $243.495 million (Target Performance).
- [F6]This number represents the target number of PSUs (Target Award) that will vest if the Target Performance is achieved. There is a threshold that provides for payment of 50% of the Target Award upon 80% achievement of the Target Performance and a maximum that provides for payment of 200% of the Target Award upon 120% achievement of the Target Performances. Between 80% and 100% and between 100% and 120% achievement of Target Performance, the Target Award will be decreased or increased on a pro rata basis, with no payout below 80% achievement and payout limited to 200% of the Target Award if the Target Performance exceeds 120%.